Restricted Stock Award Clause Samples

Restricted Stock Award. The Corporation makes this Restricted Stock Award of [Number] Shares to Grantee [in exchange for a payment of $________]. These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VII of the Plan.

Restricted Stock Award. This Agreement specifies the terms of the “Restricted Stock Award” granted to the Director.

Restricted Stock Award. The Grantee is hereby granted the right to receive shares (the “Restricted Stock”) of the Company’s common stock, $1.00 par value per share (the “Common Stock”), subject to the terms and conditions of this Agreement and the Plan.

Restricted Stock Award. Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discre...

Restricted Stock Award. The Company hereby grants to the Participant, subject to the terms and conditions set forth or incorporated herein, an Award consisting of a total of __________ shares of Common Stock, subject to adjustment under the Plan (the “Shares”). Upon the execution and delivery of this Award Agreement, the Company will, subject to Section 5 below, issue to the Participant the Shares granted hereunder, and such Shares shall constitute Restricted Stock pursuant to the Plan.

Restricted Stock Award. (A) At the Effective Time the Company shall sell to Executive 75,000 restricted shares of Common Stock of the Company (the "Restricted Stock"). The agreement pursuant to which the Restricted Stock is awarded shall provide that the Restricted Stock shall become nonforfeitable ("vest") with respect to one fifth of such shares on each of the anniversaries of the Effective Time; provided that Executive is employed by the Company on each such vesting date. Furthermore, the agreement shall provide that the Restricted Stock shall fully vest (i) on a termination of Executive's employment for any reason following a Change in Control (as defined herein); (ii) upon Executive's death or termination of employment by the Company due to Disability (as defined herein), (iii) if Executive terminates his employment for Good Reason (as defined herein), or (iv) if Executive's employment is terminated by the Company without Cause (as defined herein). The agreement shall also provide that upon a termination of employment by the Company for Cause or a voluntary termination of employment by the Executive without Good Reason, the Company shall be obligated to purchase from the Executive and Executive shall be obligated to sell to the Company any unvested shares of Restricted Stock for the lesser of: (i) the Purchase Price and (ii) the fair market value of the Common Stock on the date the Executive's employment terminates. (B) The total purchase price for the Restricted Stock is [$ __________] (the "Purchase Price"). The Purchase Price shall be evidenced by the Executive's full recourse promissory note (the "Note") maturing on the fifth anniversary of its issue date, bearing interest at the rate specified in the Note (the "Note Obligations"). The Note shall provide that upon the earliest to occur of: (i) the full satisfaction of any and all Note Obligations, (ii) the fifth anniversary of the issue date, if the Executive is employed by the Company on such date or (iii) the termination of the Executive's employment with the Company: (w) for any reason following a Change in Control (as defined herein); (x) by the Company without Cause (as defined herein); (y) by the Executive for Good Reason (as defined herein) or (z) due to the Executive's death or Disability (as defined herein), the Note and any security interest created thereby shall terminate and the Executive shall have no obligations under the Note. The Company shall pay the Executive the additional amount necessary to provide t...

Restricted Stock Award. Subject to the terms and provisions of this Agreement and the Plan, the Company hereby grants to Participant as of the date hereof a restricted stock award for (___) Shares (the “Award Shares”). For purposes of Section 16 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the grant date for the Award Shares shall be the effective date hereof; provided, however, all of Participant’s right, title, and interest in and to the Award Shares shall be subject to Section 2 below.

Restricted Stock Award. Subject to adoption by the Board and approval by the REIT’s stockholders of the Incentive Plan, on or as soon as practicable following the date of the closing of the REIT’s initial public offering (the “Offering Date”), the REIT shall issue to the Executive an award of Restricted Stock (as defined the Incentive Plan) with respect to the number of shares of the REIT’s common stock equal to the quotient obtained by dividing (x) $300,000 by (y) the initial public offering price of a share of the REIT’s common stock (the “Restricted Stock Award”). Subject to the Executive’s continued employment with the Company through each such date, one-third of the Restricted Stock Award shall vest and become nonforfeitable on each of the first, second and third anniversaries of the Offering Date. The terms and conditions of the Restricted Stock Award shall be set forth in a separate award agreement in a form prescribed by the Company (the “Restricted Stock Award Agreement”), to be entered into by the Company and the Executive, which shall evidence the grant of the Restricted Stock Award. Immediately prior to a Change in Control of the Company, the Restricted Stock Award shall, to the extent not previously vested, become fully vested and nonforfeitable.

Restricted Stock Award. BancTec, Inc. (the “Company”) hereby grants to the undersigned (the “Grantee”), effective as of [ ], 20[ ], the shares of common stock of the Company, par value $0.01 per share, in the amount set forth on the signature page hereto (the “Granted Shares”) pursuant to the terms and conditions set forth in this agreement (the “Agreement”) and the BancTec, Inc. 2009 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the same meaning as in the Plan.